                                 CODE OF VIRGINIA

AGENCY OF MEMBERS AND MANAGERS (§ 13.1-1021.1)

A. Subject to subsections B and C:

   1. Each member is an agent of the limited liability company for the purpose of
   its business;

   2. An act of a member, including the signing of an instrument in the limited
   liability company name, for apparently carrying on in the ordinary course the
   limited liability company business or business of the kind carried on by the
   limited liability company, binds the limited liability company, unless the
   member had no authority to act for the limited liability company in the
   particular matter and the person with whom the member was dealing knew or had
   notice that the member lacked authority; and

   3. An act of a member which is not apparently for carrying on in the ordinary
   course the limited liability company business or business of the kind carried
   on by the limited liability company binds the limited liability company only
   if the act was authorized by the other members in accordance with &#xA7;
   13.1-1022.

B. Subject to subsection C, in a manager-managed limited liability company:

   1. If the articles of organization specify that the limited liability company
   is to be managed by a manager or managers, a member is not an agent of the
   limited liability company for the purpose of its business solely by reason of
   being a member;

   2. Each manager is an agent of the limited liability company for the purpose
   of its business;

   3. An act of a manager, including the signing of an instrument in the limited
   liability company name, for apparently carrying on in the ordinary course the
   limited liability company business or business of the kind carried on by the
   limited liability company, binds the limited liability company, unless the
   manager had no authority to act for the limited liability company in the
   particular matter and the person with whom the manager was dealing knew or had
   notice that the manager lacked authority; and

   4. An act of a manager which is not apparently for carrying on in the ordinary
   course the limited liability company business or business of the kind carried
   on by the limited liability company binds the company only if the act was
   authorized in accordance with &#xA7; 13.1-1024.

C. Unless the articles of organization limit their authority, any member in a
member-managed limited liability company, or any manager in a manager-managed
limited liability company, may sign and deliver any instrument transferring or
affecting the limited liability company&#8217;s interest in real property, which
instrument shall be conclusive in favor of a person who gives value without
knowledge of the lack of authority of the person signing and delivering the
instrument.

HISTORY: 1995, c. 168.